Delaware
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0-22342
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56-1838519
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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Proposal 1:
Election of Directors
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Shares
Voted in Favor
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Shares
Withheld
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Broker
Non-votes
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H. Lee Durham, Jr.
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4,879,147 | 176,683 | 7,302,028 | ||||||||||
Deane W. Hall
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4,871,180 | 184,650 | 7,302,028 | ||||||||||
Kenneth W. Jones
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4,880,330 | 175,500 | 7,302,028 | ||||||||||
William T. Ratliff, III
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4,881,232 | 174,598 | 7,302,028 | ||||||||||
David W. Whitehurst
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4,880,761 | 175,069 | 7,302,028 |
Proposal 2:
Charter Amendment
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Shares
Voted in Favor
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Shares
Voted Against
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Shares Abstaining
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Broker
Non-votes
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Amendment of Certificate of Incorporation, as amended, to increase the number of authorized shares of common stock from 32,000,000 to 100,000,000.
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4,646,652 | 371,302 | 37,876 | 7,302,028 |
Proposal 3:
Charter Amendment
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Shares
Voted in Favor
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Shares
Voted Against
|
Shares Abstaining
|
Broker
Non-votes
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Amendment of Certificate of Incorporation, as amended, to increase the number of authorized shares of preferred stock from 1,000,000 to 5,000,000.
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4,645,703 | 372,201 | 37,926 | 7,302,028 |
Proposal 4:
Ratification of Auditor
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Shares
Voted in Favor
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Shares
Voted Against
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Shares Abstaining
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Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2012.
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11,691,498 | 169,157 | 497,203 |
Triad Guaranty Inc.
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May 22, 2012 |
/s/ Kenneth S. Dwyer
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Kenneth S. Dwyer
Senior Vice President and Chief Accounting Officer
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